EXHIBIT 8
Go2Net, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
March 19, 1999
To our Stockholders:
On behalf of the Board of Directors of Go2Net, Inc. (the "Company"), we are
pleased to inform you that, on March 15, 1999, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Vulcan Ventures
Incorporated, pursuant to which Vulcan Ventures Incorporated has today
commenced a cash tender offer (the "Offer") to purchase up to 3,596,688 shares
of the Company's Common Stock at $90.00 per share.
Your Board of Directors has unanimously approved the Stock Purchase
Agreement and related transactions, including the Offer. The Board of
Directors of the Company expresses no opinion, however, as to whether you
should accept the Offer and tender your shares hereunder.
In arriving at its decision to approve the Stock Purchase Agreement, the
Board of Directors gave careful consideration to a number of factors described
in the attached Schedule 14D-9 that is being filed today with the Securities
and Exchange Commission, including, among other things, the terms and
conditions of the Stock Purchase Agreement and the opinion of Broadview
International LLC, the Company's financial advisor, to the effect that, as of
the date of such opinion and based upon the assumptions and other matters set
forth therein, the Offer and the transactions contemplated by the Stock
Purchase Agreement are fair to the Company's stockholders from a financial
point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated March 19, 1999, of Vulcan Ventures
Incorporated, together with related materials, including a Letter of
Transmittal, to be used for tendering your Shares, if you decide to do so.
These documents set forth the terms and conditions of the Offer and provide
instructions as to how to tender your shares. We urge you to read the enclosed
material carefully in making your decision with respect to tendering your
shares pursuant to the Offer.
On behalf of the Board of Directors
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
